Oki 2010 Annual Report Download - page 24

20 Annual Report 2010
CORPORATE GOVERNANCE
The OKI Group regards ongoing improvements in corporate value as its most important management prior-
ity in its quest to earn the trust of stakeholders. To this end, we are working to reinforce corporate
governance based on our fundamental policies, including “the enhancement of management fairness and
transparency” and “the acceleration of decision-making processes.”
Corporate Governance Structure
OKI maintains a corporate auditor system, with a Board of
Directors and a Board of Company Auditors. To enhance
management efficiency, it has also introduced an execu-
tive officer system, with the aim of separating the roles of
the Board of Directors and Company Auditors/Board of
Company Auditors (supervision and auditing of business
execution) and executive officers (business execution).
The Board of Directors makes decisions on fundamental
management policies and other important issues, and also
supervises the execution of business. Company auditors audit
the business execution functions of directors—based on audit
policies and methods decided at Board of Company Auditors’
meetings—through attendance to Board of Directors’ meet-
ings and other important meetings. Company auditors also
liaise closely with the accounting auditors and the Internal
Auditing Division to accurately ascertain the overall status of
company operations as well as to carry out audits of business
executions. The Board of Directors and Board of Company
Auditors include two independent director/company auditor
who have no conflict of interest with general shareholders.
In April 2010, OKI restructured its Management
Committee (consisting of senior and higher executive
officers and company auditors), which makes decisions
related to the execution of the Group’s operations,
renaming it the Executive Officer Committee. All execu-
tive officers participate in the new entity in order to
accelerate decision-making and business advancement
and clarify business responsibilities.
Committee Organizations
As part of its efforts to reinforce corporate governance,
OKI established the Compensation Committee, which
ensures transparency in the criteria and mechanisms used
to set executive remuneration. We have also set up the
CSR Committee to deliberate basic policies related to our
CSR activities, as well as several dedicated committees;
the Compliance Committee to deliberate fundamental
compliance-related policies; and the Information Security
Committee to ensure the thorough implementation of
information security measures. In addition, OKI has set up
the Disclosure Committee to ensure that disclosure to
stakeholders is accurate and timely.
Internal Control
In accordance with Japan’s Companies Act and the
Ordinance for Enforcement of the Companies Act, the
Board of Directors passed a resolution concerning the
Basic Policy for the Establishment of an Internal Control
System in May 2006. Conforming to this Basic Policy, OKI
has been developing a system to secure appropriate busi-
ness operations. Pursuant to the Financial Instruments and
Exchange Act, we also have an internal control reporting
system in place, through which we submit internal control
reports to the Kanto regional bureau of the Ministry of
Finance and disclose the assessment results of the effec-
tiveness of internal controls related to financial reporting.
Selection/Dismissal/Supervision Selection/Dismissal/Supervision Selection/Dismissal/Supervision
Collaboration
Collaboration
Audit
Audit
Audit
Audit
CORPORATE GOVERNANCE STRUCTURE
General Meeting of Shareholders
Subsidiaries and Affiliates
Compensation Committee
CSR Committee
Compliance Committee
Information Security Committee
Disclosure Committee
Corporate
Marketing & Sales Section
Business Section
Internal
Auditing
Division
Accounting
Auditors
Board of
Company Auditors
including Outside
Company Auditors
President
Executive Officer Committee
Board of Directors
including Outside Director
Supervision